Royal KPN NV's shareholders on Wednesday unanimously approved the sale of its German mobile unit E-Plus to Telefonica for 8.6 billion euros ($11.6 billion), a deal that would make the Spanish group Europe's second-biggest mobile operator and Germany's wireless market leader.
Under the terms of the deal, which is still subject to regulatory and further shareholder approval, Telefonica would pay KPN 5 billion euros in cash and the Dutch company would also take a 20.5 percent stake in the Spanish telco's German mobile business, which would include E-Plus and Telefonica's O2, Germany's smallest mobile operator.
The Foundation Preference Shares B KPN abstained from the voting, with a representative of that group saying the sale of E-Plus does not affect the "interests for which we've been created."
That group may exercise a call option to issue itself new preferential shares equivalent to 49.9 percent of KPN's voting rights to block transactions that put the company's "identity, continuity and independence" at risk.
Telefonica's acquisition of E-Plus still must be approved at a general meeting of shareholders in the Spanish group's German unit and by German antitrust regulators.
The deal already has received the backing of KPN's board and America Movil, the largest shareholder in the Dutch telecoms company and Telefonica's main rival in the Americas.
The Mexico City-based company, controlled by multibillionaire Carlos Slim, gave its support in August after Telefonica sweetened the deal by offering KPN more cash and more shares in its combined German mobile business.
America Movil, which currently has a 29.8 percent stake in KPN, is in talks to acquire the shares it does not already own in the Dutch company, though if such a deal is finalized it would presumably not include E-Plus.
The Mexican group's initial 7.2-billion-euro ($9.5-billion) offer was blocked by KPN's foundation, which regarded the takeover bid as hostile. EFE